**Exhibit 10.1**

INTERNATIONAL ALUMINUM CORPORATION1991 STOCK OPTION PLAN

1.         PURPOSE

The Plan isintended to provide incentive to key employees and directors of the Corporationand its Subsidiaries, to encourage proprietary interest in the Corporation, toencourage such key employees to remain in the employ of the Corporation and itsSubsidiaries or such key directors to remain in the service of the Corporationand its Subsidiaries, and to attract new employees and directors withoutstanding qualifications.

2.         DEFINITIONS.  Unless otherwise defined herein or thecontext otherwise requires, the capitalized terms used herein shall have thefollowing meanings:

(a)   “Act” shall mean the Securities Act of1933, as amended.

(b)   “Administrator” shall mean the Boardor the Committee, whichever shall be administering the Plan from time to timein the discretion of the Board, as described in Section 4 of the Plan.

(c)   “Board” shall mean the Board ofDirectors of the Corporation.

(d)   “Code” shall mean the Internal RevenueCode of 1986, as amended.

(e)   “Committee” shall mean the committeeappointed by the Board in accordance with Section 4 of the Plan.

(f)    “Common Stock” shall mean the $1.00par value Common Stock of the Corporation and any class of shares into whichsuch Common Stock hereafter may be converted or reclassified.

(g)   “Corporation” shall mean INTERNATIONALALUMINUM CORPORATION, a California corporation.

(h)   “Disability” shall mean a medicallydeterminable physical or mental impairment which has made an individualincapable of engaging in any substantial gainful activity.  A condition shall be considered a Disabilityonly if (i) it can be expected to result in death or has lasted or it can beexpected to last for a continuous period of not less than

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twelve (12) months, and(ii) the Administrator, based upon medical evidence, has expressly determinedthat Disability exists.

(i)    “Employee” shall mean an individualwho is employed (within the meaning of Section 3401 of the Code and theregulations thereunder) by the Corporation or a Subsidiary.

(j)    “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended.

(k)   “Exercise Price” shall mean the priceper Share of Common Stock, determined by the Administrator, at which an Optionmay be exercised.

(l)    “Fair Market Value” shall mean thevalue of one (1) Share of Common Stock, determined as follows:

(i)    If the Shares are traded on an exchange orover-the-counter on the National Market System (the “NMS”) of the NationalAssociation of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”),(A) if listed on an exchange, the closing price as reported for compositetransactions on the business day immediately prior to the date of valuation or,if no sale occurred on that date, then the mean between the closing bid andasked prices on such exchange on such date, and (B) if traded on the NMS, thelast sales price on the business day immediately prior to the date of valuationor, if no sale occurred on such date, then the mean between the highest bid andthe lowest asked prices as of the close of business on the business dayimmediately prior to the date of valuation, as reported in the NASDAQ system;

(ii)   If the Shares are not traded on an exchangeor the NMS but are otherwise traded over-the-counter, the mean between thehighest bid and lowest asked prices quoted in the NASDAQ system as of the closeof business on the business day immediately prior to the date of valuation or,if on such day such security is not quoted in the NASDAQ system, the meanbetween the representative bid and asked prices on such date in the domesticover-the-counter market as reported by the National Quotation Bureau, Inc., orany similar successor organization; and

(iii)  If neither clause (i) nor (ii) above applies,the fair market value as determined by the Administrator in good faith.  Such determination shall be conclusive andbinding on all persons.

(m)  “Incentive Stock Option” shall mean anoption described in Section 422(b) of the Code.

(n)   “Nonstatutory Stock Option” shall meanan option not described in Section 422(b), 423(b) or 424(b) of the Code.

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(o)   “Option” shall mean any stock optiongranted pursuant to the Plan.  An Optionshall be granted on the date the Administrator takes the necessary action toapprove the grant.  However, if theminutes or appropriate resolutions of the Administrator provide that an Optionis to be granted as of a date in the future, the date of grant shall be thatfuture date.

(p)   “Option Agreement” shall mean awritten stock option agreement evidencing a particular Option.

(q)   “Optionee” shall mean a Participantwho has received an Option.

(r)    “Participant” shall have the meaningassigned to it in Section 5(a) hereof.

(s)   “Plan” shall mean this INTERNATIONALALUMINUM CORPORATION 1991 Stock Option Plan, as it may be amended from time totime.

(t)    “Purchase Price” shall mean theExercise Price multiplied by the number of Shares with respect to which anOption is exercised.

(u)   “Retirement” shall mean the voluntarycessation of employment by an Employee upon the attainment of age sixty-five(65) and the completion of not less than ten (10) years of service with theCorporation or a Subsidiary.

(v)   “Share” shall mean one share of CommonStock, adjusted in accordance with Section 10 of the Plan (if applicable).

(w)  “Subsidiary” shall mean any subsidiarycorporation of the Corporation as defined in Section 424(f) of the Code.

3.         EFFECTIVE DATE

The Plan wasadopted by the Board effective August 15, 1991 subject to the approval of theCorporation’s stockholders pursuant to Section 15 hereof.

4.         ADMINISTRATION

The Plan shall beadministered, in the discretion of the Board from time to time, by the Board orby a Committee which shall be appointed by the Board.  The Board may from time to time removemembers from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filed by theBoard.  The Committee shall be composedof disinterested directors, i.e., directors who have not, during the oneyear prior to service as an

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administrator of thePlan, been granted or awarded equity securities pursuant to the Plan or anyother plan of the Corporation or any of its affiliates, other than a plan whichwould not negate such director’s status as “disinterested” pursuant to Rule16b-3 promulgated under the Exchange Act. There shall be at least two directors serving on the Committee at anytime.  The Board shall appoint one of themembers of the Committee as Chairman. The Administrator shall hold meetings at such times and places as it maydetermine.  Acts of a majority of theAdministrator at which a quorum is present, or acts reduced to or approved inwriting by the unanimous consent of the members of the Administrator, shall bethe valid acts of the Administrator.

The Administratorshall from time to time at its discretion select the Employees and directorswho are to be granted Options, determine the number of Shares to be subject toOptions to be granted to each Optionee and designate such Options as IncentiveStock Options or Nonstatutory Stock Options, except that no Incentive StockOption may be granted to a non-Employee director.  A Committee or Board member shall in no eventparticipate in any determination relating to Options held by or to be grantedto such Committee or Board member.  Theinterpretation and construction by the Administrator of any provision of thePlan or of any Option or Option Agreement shall be final.  No member of the Administrator shall beliable for any action or determination made in good faith with respect to the Planor any Option.

5.         PARTICIPATION

(a)   Eligibility

The Optioneesshall be such persons (collectively, “Participants”; individually a “Participant”)as the Administrator may select from among the following classes of persons,subject to the terms and conditions of Section 5(b) below:

(i)  Employees (who may be officers, whether ornot they are directors); and

(ii)  Directors of the Corporation or of aSubsidiary.

Notwithstandingprovisions of the first paragraph of this Section 5(a), the Administrator may atany time or from time to time designate one or more directors as beingineligible for selection as Participants in the Plan for any period or periodsof time.

(b)   Ten-Percent Stockholders

A Participant whoowns more than ten percent (10%) of the total combined voting power of allclasses of outstanding

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stock of the Corporation,its parent or any of its Subsidiaries shall not be eligible to receive anOption unless (i) the Exercise Price of the Shares subject to such Option is atleast one hundred ten percent (110%) of the Fair Market Value of such Shares onthe date of grant and (ii) such Option by its terms is not exercisable afterthe expiration of five (5) years from the date of grant.

(c)   Stock Ownership

For purposes ofSection 5(b) above, in determining stock ownership, a Participant shall beconsidered as owning the stock owned, directly or indirectly, by or for his orher brothers and sisters, spouse, ancestors and lineal descendants.  Stock owned, directly or indirectly, by orfor a corporation, partnership, estate or trust shall be considered as beingowned proportionately by or for its shareholders, partners orbeneficiaries.  Stock with respect towhich such Participant holds an Option shall not be counted.

(d)   Outstanding Stock

For purposes of Section5(b) above, “outstanding stock” shall include all stock actually issued andoutstanding immediately after the grant of the Option to the Optionee.  “Outstanding stock” shall not include sharesauthorized for issue under outstanding Options held by the Optionee or by anyother person.

6.         STOCK

The stock subjectto Options granted under the Plan shall be Shares of the Corporation’sauthorized but unissued or reacquired Common Stock.  The aggregate number of Shares which may beissued upon exercise of Options under the Plan shall not exceed 500,000.  The number of Shares subject to Optionsoutstanding at any time shall not exceed the number of Shares remainingavailable for issuance under the Plan. In the event that any outstanding Option for any reason expires or isterminated, the Shares allocable to the unexercised portion of such Option mayagain be made subject to an Option.  Thelimitations established by this Section 6 shall be subject to adjustment in themanner provided in Section 10 hereof upon the occurrence of an event specifiedin that Section.

7.         TERMS AND CONDITIONS OF OPTIONS

(a)   Stock Option Agreements

Each Option shallbe evidenced by an Option Agreement in such form as the Administrator shallfrom time to time determine.  Such OptionAgreements need not be identical but shall comply with and be subject to theterms and conditions set

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forth in this Section 7.

(b)   Nature of Option

Each Option shallstate whether it is an Incentive Stock Option or a Nonstatutory Stock Option.

(c)   Number of Shares

Each Option shallstate the number of Shares to which it pertains and shall provide for theadjustment thereof in accordance with the provisions of Section 10 hereof.

(d)   Exercise Price

Each Option shallstate the Exercise Price.  The ExercisePrice in the case of any Incentive Stock Option shall not be less than the FairMarket Value on the date of grant and, in the case of an Incentive Stock Optiongranted to an Optionee described in Section 5(b) hereof, shall not be less thanone hundred ten percent (110%) of the Fair Market Value on the date ofgrant.  The Exercise Price in the case ofany Nonstatutory Stock Option shall not be less than eighty percent (80%) ofthe Fair Market Value on the date of grant.

(e)   Medium and Time of Payment

The Purchase Priceshall be payable in full in United States dollars upon the exercise of theOption; provided, however, that if the applicable Option Agreement so provides,or the Administrator, in its sole discretion otherwise approves thereof, thePurchase Price may be paid by the surrender of Shares in good form fortransfer, owned by the person exercising the Option and having a Fair MarketValue on the date of exercise equal to the Purchase Price, or in anycombination of cash and Shares, so long as the sum of the cash so paid and theFair Market Value of the Shares so surrendered equals the Purchase Price.

If the Corporationdetermines that it is required to withhold state or Federal income tax as aresult of the exercise of an Option, as a condition to the exercise thereof, anOptionee must make arrangements satisfactory to the Corporation to enable it tosatisfy such withholding requirements before the Optionee shall be permitted toexercise the Option.

(f)    Term and Non-Transferability of Options

Each Option shallstate the time or times when all or part thereof becomes exercisable.  No Option, including Incentive Stock Options,shall be exercisable after the expiration of ten (10) years from the date itwas granted.  During the lifetime of theOptionee, the Option shall be exercisable only by

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the Optionee or theOptionee’s guardian or legal representative and shall not be assignable ortransferable.  In the event of theOptionee’s death, the Option shall not be transferable by the Optionee otherthan by will or the laws of descent and distribution.  Any other attempted alienation, assignment,pledge, hypothecation, attachment, execution or similar process, whethervoluntary or involuntary, with respect to all or any part of any Option orright thereunder, shall be null and void and, at the Corporation’s option shallcause all of the Optionee’s rights under the Option to terminate.

(g)   Cessation of Employment (Except by Death,Disability or Retirement

If an Optioneeceases to be an Employee for any reason other than his or her death, Disabilityor Retirement, such Optionee shall have the right, subject to the restrictionsreferred to in Section 7(f) above, to exercise the Option at any time withinthirty (30) days after cessation of employment, but except as otherwiseprovided in the applicable Option Agreement, only to the extent that, at thedate of cessation of employment, the Optionee’s right to exercise such Optionhad accrued pursuant to the terms of the applicable Option Agreement and hadnot previously been exercised.  An OptionAgreement may, in the sole discretion of the Administrator, but need not,provide that the Option shall cease to be exercisable on the date of suchcessation if such cessation arises by reason of such Employee’smisconduct.  An Employee shall beconsidered to have been terminated for misconduct if he or she resigns, isdischarged or otherwise termination on account of conviction of a felony or anycrime of moral turpitude, misappropriation of the assets of the Corporation orany Subsidiaries or any affiliate, continued or repeated insobriety or illegaldrug use, continued or repeated absence from service during the usual workinghours of the employee’s position for reasons other than Disability or sickness,or refusal to carry out a reasonable direction of the Board or of the chiefexecutive officer of the Corporation or of any other person designated by suchchief executive officer.

For purposes ofthis Section 7(g) the employment relationship shall be treated as continuingintact while the Optionee is on military leave, sick leave or other bona fideleave of absence (to be determined in the sole discretion of theAdministrator).  The foregoingnotwithstanding, in the case of an Incentive Stock Option, employment shall notbe deemed to continue beyond the thirtieth (30th) day after the Optionee ceasedactive employment, unless the Optionee’s reemployment rights are guaranteed bystatute or by contract.

(h)   Death of Optionee

If an Optioneedies while a Participant, or after

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ceasing to be aParticipant but during the period in which he or she could have exercised theOption under this Section 7, and has not fully exercised the Option, then theOption may be exercised in full, subject to the restrictions referred to inSection 7(f) above, at any time within twelve (12) months after the Optionee’sdeath by the executor or administrator of his or her estate of by any person orpersons who have acquired the Option directly from the Optionee by bequest orinheritance, but, except as otherwise provided in the applicable OptionAgreement, only to the extent that, at the date of death, the Optionee’s rightto exercise such Option had accrued and had not been forfeited pursuant to theterms of the applicable Option Agreement and had not previously been exercised.

(i)    Disability of Optionee

If an Optioneeceases to be an Employee by reason of Disability, such Optionee shall have theright, subject to the restrictions referred to in Section 7(f) above, toexercise the Option at any time within twelve (12) months after such cessationof employment, but, except as provided in the applicable Option Agreement, onlyto the extent that, at the date of such cessation of employment, the Optionee’sright to exercise such Option had accrued pursuant to the terms of theapplicable Option Agreement and had not previously been exercised.

(j)    Retirement of Optionee

If an Optioneeceases to be an Employee by reason of Retirement (and not on account ofmisconduct as determined in Section 7(g)), such Optionee shall have the right,subject to the restrictions referred to in Section 7(f) above, to exercise theOption at any time within ninety (90) days after cessation of employment, butonly to the extent that, at the date of cessation of employment, the Optionee’sright to exercise such Option had accrued pursuant to the terms of theapplicable Option Agreement and had not previously been exercised.

(k)   Rights as a Stockholder

No one shall haverights as a stockholder with respect to any Shares covered by an Option untilthe date of the issuance of a stock certificate for such Shares.  No adjustment shall be made for dividends(ordinary or extraordinary, whether in cash, securities or other property),distributions or other rights for which the record date is prior to the datesuch stock certificate is issued, except as expressly provided in Section 10hereof.

(l)    Modification, Extension and Renewal ofOptions

Within thelimitations of the Plan, the

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Administrator may modifyan Option, accelerate the rate at which an Option may be exercised (including,without limitation, permitting an Option to be exercised in full without regardto the installment or vesting provisions of the applicable Option Agreement orwhether the Option is at the time exercisable, to the extent it has notpreviously been exercised), extend or renew outstanding Options or accept thecancellation of outstanding Options (to the extent not previously exercised)for the granting of new Options in substitution therefor.  The foregoing notwithstanding, no modificationof an Option shall, without the consent of the Optionee, alter or impair anyrights or obligations under any Option previously granted.

(m)  Notice of Sale

Until the later ofthe second anniversary of the grant of any Incentive Stock Option and the firstanniversary of the issuance of any Stock (“incentive stock”) pursuant to theexercise of an Incentive Stock Option, the stock transfer records of theCorporation (whether maintained by it or by an transfer agent of the CommonStock) shall reflect that any certificates issued or to be issued representingincentive stock in connection with such exercise must be registered in the nameof the beneficial holder (and not in any “street name”) until transferred to athird party, and that the transfer agent shall notify the Corporation in a caseof any requested transfer of such incentive stock during that period.  In addition, the certificate or certificatesregistered in the name of the beneficial holder representing the incentivestock issued upon such exercise will bear the following legend during suchperiod:

“Solely to assist the issuer of the shares represented by thiscertificate, until the later of the second anniversary of the date of grant ofthe Option under which the certificate was originally issued or one year fromthe date of original issuance of the shares represented by the certificate, theTransfer Agent will notify the issuer of the shares represented hereby of anyrequested transfer by the original registered holder.”

(n)   Other Provisions

An OptionAgreement authorized under the Plan may contain such other provisions notinconsistent with the terms of the Plan (including, without limitation,restrictions upon the exercise of the Option) as the Administrator shall deemadvisable.

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(o)   Substitution of Options

Notwithstandingany inconsistent provisions or limits under the Plan, in the event theCorporation acquires (whether by purchase, merger or otherwise) all orsubstantially all of the outstanding capital stock or assets of anothercorporation or in the event of any reorganization or other transactionqualifying under Section 424 of the Code, the Administrator may, in accordancewith the provisions of that Section, substitute options under the Plan foroptions under the plan of the acquired company provided (i) the excess of theaggregate fair market value of the shares subject to an option immediatelyafter the substitution over the aggregate option price of such shares is notmore than the similar excess immediately before such substitution and (ii) thenew option does not give persons additional benefits, including any extensionof the exercise period.

8.         LIMITATION OF ANNUAL AWARDS

The aggregate FairMarket Value (determined as of the date an Option is granted) of the Shareswith respect to which Incentive Stock Options are exercisable for the firsttime by any Optionee during any calendar year under the Plan and all otherplans maintained by the Corporation, its parent or its Subsidiaries, shall notexceed $100,000.

9.         TERM OF PLAN

Options may begranted pursuant to the Plan until the expiration of the Plan ten years afterthe effective date referred to in Section 3.

10.       EFFECT OF CERTAIN EVENTS

(a)   Stock Splits and Dividends

Subject to anyrequired action by stockholders, the number of Shares covered by the Plan asprovided in Section 6 hereof, the number of Shares covered by each outstandingOption and the Exercise Price thereof shall be proportionately adjusted for anyincrease or decrease in the number of issued Shares resulting from a subdivisionor consolidation of Shares or the payment of a stock dividend (but only if paidin Common Stock) or any other increase or decrease in the number of issuedShares effected without receipt of consideration by the Corporation.

(b)   Merger, Sale of Assets, Liquidation

Subject to anyrequired action by stockholders, if the Corporation shall merge with anothercorporation and the Corporation is the surviving corporation in such merger andunder

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the terms of such mergerthe shares of Common Stock outstanding immediately prior to the merger remainoutstanding and unchanged, each outstanding Option shall continue to apply tothe Shares subject thereto and shall also pertain and apply to any additionalsecurities and other property, if any, to which a holder of the number ofShares subject to the Option would have been entitled as a result of themerger.  If the Corporation sells all, orsubstantially all, of its assets or the Corporation merges (other than a mergerof the type described in the immediately preceding sentence) or consolidateswith another corporation, this Plan and each Option shall terminate, but onlyafter each Optionee (or the successor in interest) has been given the right toexercise any unexpired Option or Options in full or in part without regard tothe installment or vesting provisions of any Option Agreement.  This right shall be exercisable for theperiod of twenty (20) days ending five (5) days before the effective date ofthe sale, merger, or consolidation (or such longer period as the Administratormay specify).  Alternatively, in its soleand absolute discretion, the surviving or acquiring corporation (or the parentcompany of the surviving or acquiring corporation) may tender to any Optionee(or successor in interest) a substitute option or options to purchase shares fthe surviving or acquiring corporation (or the parent corporation of thesurviving or acquiring corporation).  Thesubstitute option shall contain all terms and provisions required substantiallyto preserve the rights and benefits of all Options then held by the Optionee(or successor in interest) receiving the substitute option.  Any other dissolution or liquidation of theCompany shall cause each Option to terminate.

At the discretionof the Administrator, an Option exercised in contemplation of the consummationof the sale of all or substantially all of the assets of the Corporation or amerger (other than a merger of the type described in the first sentence of theimmediately preceding paragraph) or consolidation of the Corporation withanother corporation, may be conditioned upon such sale, merger or consolidationbecoming effective.

(c)   Adjustment Determination

To the extent thatthe foregoing adjustments relate to securities of the Corporation, suchadjustments shall be made by the Administrator, whose determination shall beconclusive and binding on all persons.

(d)   Limitation on Rights

Except asexpressly provided in this Section 10, the Optionee shall have no rights byreason of any subdivision or consolidation of shares of stock of any class, thepayment of any stock dividend or any other increase or decrease in the numberof shares of stock of any class or by reason of any dissolution,

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liquidation, merger orconsolidation or spin-off of assets or stock of another corporation, and anyissue by the Corporation of shares of stock of any class, or securitiesconvertible into shares of stock of any class, shall not affect, and noadjustment by reason thereof shall be made with respect to, the number orExercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any waythe right or power of the Corporation to make adjustments, reclassifications,reorganizations or changes of its capital or business structure, to merge orconsolidate or to dissolve, liquidate, sell or transfer all or any part of itsbusiness or assets.

(e)   Change in Control

In the event of apending or threatened takeover bid, tender offer or exchange offer for twentypercent (20%) or more of the outstanding Common Stock or any other class ofstock or securities of the Company (other than a tender offer or exchange offermade by the Company or any Subsidiary), whether or not deemed a tender offerunder applicable Federal or state law, or in the event that any person makesany filing under Section 13(d) or 14(d) of the Exchange Act with respect to theCompany, other than a filing on Form 13G or Form 13D, the Board may in its solediscretion, without obtaining stockholder approval, take on or more of the followingactions to the extend not inconsistent with other provisions of the Plan:

(a)                                  Acceleratethe exercise dates of any outstanding Option, or make the Option fully vestedand exercisable;

(b)                                 Paycash to any or all holders of Options in exchange for the cancellation of theiroutstanding Options; or

(c)                                  Makeany other adjustments or amendments to the Plan and outstanding Options andsubstitute new Options for outstanding Options.

11.       SECURITIES LAW REQUIREMENTS

(a)   Legality of Issuance

No Shares shall beissued upon the exercise of any Option unless and until the Corporation hasdetermined that:

(i)  it and the Optionee have taken all actionsrequired to register the offer and sale of the Shares under the Act, or toperfect an exemption from the registration requirements thereof;

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(ii)  any applicable listing requirement of anystock exchange on which the Common Stock is listed has been satisfied; and

(iii)  any other applicable provision of state orFederal law has been satisfied.

(b)   Restrictions on Transfer; Representationsof Optionee; Legends

Regardless ofwhether the offering and sale of Shares under the Plan has been registeredunder the Act or has been registered or qualified under the securities laws ofany state, the Corporation may impose restrictions upon the sale, pledge orother transfer of such Shares (including the placement of appropriate legendson stock certificates) if, in the judgment of the Corporation and its counsel,such restrictions are necessary or desirable in order to achieve compliancewith the provisions of the Act, the securities laws of any state or any otherlaw.  In the event that the sale ofShares under the Plan is not registered under the Act but an exemption isavailable which requires an investment representation or other representation,each Optionee shall be required to represent that such Shares are beingacquired for investment, and not with a view to the sale or distributionthereof, and to make such other representations as are deemed necessary orappropriate by the Corporation and its counsel. Stock certificates evidencing Shares acquired under the Plan pursuant toan unregistered transaction shall bear the following restrictive legend andsuch other restrictive legends as are required or deemed advisable under theprovisions of any applicable law:

“THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 (THE “ACT”). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS AREGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THEOPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FORSUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT.”

Any determinationby the Corporation and its counsel in connection with any of the matters setforth in this Section 11 shall be conclusive and binding on all persons.

(c)   Registration or Qualification ofSecurities

The Corporationmay, but shall not be obligated to, register or qualify the sale of Sharesunder the Act or any other applicable law. The Corporation shall not be obligated to take any affirmative action inorder to cause the sale of Shares under the Plan to comply with any law.

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(d)   Exchange of Certificates

If, in the opinionof the Corporation and its counsel, any legend place don a stock certificaterepresenting Shares sold under the Plan is no longer required, the holder ofsuch certificate shall be entitled to exchange such certificate for acertificate representing the same number of Shares but without such legend.

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12.       AMENDMENT OF THE PLAN

The Board may fromtime to time, with respect to any Shares at the time not subject to Options,suspend or discontinue the Plan or revise or amend it in any respect whatsoeverexcept that, without the approval of the Corporation’s stockholders, no suchrevision or amendment shall:

(a)       Materially increase the benefits accruingto Participants under the Plan;

(b)       Increase the number of Shares which maybe issued under the Plan;

(c)       Change the designation in Section 5hereof with respect to the classes of persons eligible to receive Options; or

(d)       Amend this Section 12 to defeat itspurpose

13.       EXCHANGE ACT

If the CommonStock is registered under the Exchange Act, the Plan shall be amended by theBoard from time to time to the extent necessary or advisable, in the judgmentof the Board after having consulted with Corporation’s counsel, to enableParticipants who are officers or directors of the Corporation and who aregenerally subject to the duties established by Section 16(a) or 16(b) of theExchange Act (“Section 16 Requirements”) with respect to purchases and sales ofequity securities of the Corporation, to obtain the benefits of such exclusionsor exemptions from the Section 16 Requirements as may be established by theSecurities and Exchange Commission from time to time by rule, regulation,administrative order or interpretation (whether such interpretation is made bysuch Commission or staff) with respect to (i) the receipt of Options, (ii) theexercise, modification, extension, cancellation, exchange, termination orexpiration of Options (iii) the purchase of Common Stock upon the exercise ofOptions, and (iv) the sale of Common Stock received upon the exercise ofOptions.  Anything in the Plan to thecontrary notwithstanding, such amendments may be made without approval of theCorporation’s stockholders unless and to the extent that, in the judgment ofthe Board after consulting with the Corporation’s counsel, stockholder approvalof such an amendment is a prerequisite to effectuating a desired exclusion or exemptionfrom the Section 16 Requirements.

14.       APPLICATION OF FUNDS

The proceedsreceived by the Corporation from the sale of Common Stock pursuant to theexercise of an Option will be used for general corporate purposes.

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15.       APPROVAL OF SHAREHOLDERS

The Plan shall besubject to approval by the affirmative vote of a majority of the sharesrepresented and voting at a duly held meeting at which a quorum is present nolater than October 31, 1991.  Prior tosuch approval, Options may be granted but shall not be exercisable.  Any amendment described in Section 12 shallalso be subject to approval by the Corporation’s stockholders.

16.       EXECUTION

To record theadoption of the Plan by the Board on August 15, 1991 the Corporation has causedan authorized officer to affix the Corporate name hereto.
|        |   | INTERNATIONAL ALUMINUM CORPORATION |
|--------|--------|------------------------------------|
|   |   |                               |
|   |   |                               |
|   |   | By:                                | /s/ John P. Cunningham |   |
|   |   |                               | President |   |

 

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